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Financial Assets and Liabilities
3 Months Ended
Mar. 31, 2023
Disclosure of detailed information about financial instruments [abstract]  
Financial Assets and Liabilities

Note 10—Financial Assets and Liabilities

Financial assets and liabilities comprise the following:

 

March 31,
2023

 

 

December 31,
2022

 

 

(EUR’000)

 

Financial assets by category

 

 

 

 

 

 

Trade receivables

 

 

16,121

 

 

 

11,910

 

Other receivables (excluding income tax and indirect tax receivables)

 

 

8,464

 

 

 

3,884

 

Marketable securities

 

 

84,460

 

 

 

298,180

 

Cash and cash equivalents

 

 

501,281

 

 

 

444,767

 

Financial assets measured at amortized cost

 

 

610,326

 

 

 

758,741

 

Total financial assets

 

 

610,326

 

 

 

758,741

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current assets

 

 

1,984

 

 

 

9,412

 

Current assets

 

 

608,342

 

 

 

749,329

 

Total financial assets

 

 

610,326

 

 

 

758,741

 

 

 

 

 

 

 

Financial liabilities by category

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

Convertible senior notes

 

 

399,880

 

 

 

399,186

 

Lease liabilities

 

 

105,501

 

 

 

109,191

 

Trade payables and accrued expenses

 

 

131,438

 

 

 

101,032

 

Financial liabilities measured at amortized cost

 

 

636,819

 

 

 

609,409

 

Derivative liabilities

 

 

116,768

 

 

 

157,950

 

Financial liabilities measured at fair value through profit or loss

 

 

116,768

 

 

 

157,950

 

Total financial liabilities

 

 

753,587

 

 

 

767,359

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current liabilities

 

 

596,756

 

 

 

640,907

 

Current liabilities

 

 

156,831

 

 

 

126,452

 

Total financial liabilities

 

 

753,587

 

 

 

767,359

 

 

 

Marketable Securities

The composition of the portfolio of marketable securities is specified in the following table:

 

March 31,
2023

 

 

December 31,
2022

 

 

(EUR’000)

 

Marketable securities

 

 

 

 

 

 

U.S. Treasury bills

 

 

 

 

 

79,086

 

U.S. Government bonds

 

 

42,955

 

 

 

99,337

 

Corporate bonds

 

 

36,907

 

 

 

104,236

 

Agency bonds

 

 

4,598

 

 

 

15,521

 

Total marketable securities

 

 

84,460

 

 

 

298,180

 

Classified based on maturity profiles

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

7,492

 

Current assets

 

 

84,460

 

 

 

290,688

 

Total marketable securities

 

 

84,460

 

 

 

298,180

 

Specified by rate structure

 

 

 

 

 

 

Fixed rate

 

 

75,834

 

 

 

205,825

 

Floating rate

 

 

8,626

 

 

 

11,787

 

Zero-coupon

 

 

 

 

 

80,568

 

Total marketable securities

 

 

84,460

 

 

 

298,180

 

Specified by investment grade credit rating

 

 

 

 

 

 

High grade

 

 

51,052

 

 

 

203,530

 

Upper medium grade

 

 

33,408

 

 

 

94,650

 

Total marketable securities

 

 

84,460

 

 

 

298,180

 

The portfolio of marketable securities is all denominated in U.S. Dollars. At March 31, 2023, the portfolio had a weighted average duration of 3.4 months. All marketable securities have investment grade ratings and accordingly, the risk from probability of default is low. The risk of expected credit loss over marketable securities has been considered, including the hypothetical impact arising from the probability of default which is considered in conjunction with the expected loss given default from securities with similar credit ratings and attributes. This assessment did not reveal a material expected credit loss and accordingly, no provision for expected credit loss has been recognized.

 

Convertible Senior Notes

In March 2022, the Company issued an aggregate principal amount of $575.0 million of fixed rate 2.25% convertible notes. The net proceeds from the offering of the convertible notes were $557.9 million (€503.3 million) after deducting the initial purchasers’ discounts and commissions and offering expenses. The convertible notes rank equally in right of payment with all future senior unsecured indebtedness. Unless earlier converted or redeemed, the convertible notes will mature on April 1, 2028.

The convertible notes accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their convertible notes at their option into the Company’s ordinary shares represented by ADSs, together, if applicable, with cash in lieu of any fractional ADS, at the then-applicable conversion rate. The initial conversion rate is 6.0118 ADSs per $1,000 principal amount of convertible notes, which represents an initial conversion price of $166.34 per ADS. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

The convertible notes will be optionally redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 7, 2025, but only if the last reported sale price per ADS exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related optional redemption notice; and (ii) the trading day immediately before the date the Company sends such notice.

On March 31, 2023, the carrying amount of the convertible notes was €399.9 million, and the fair value was approximately €388.0 million. Fair value cannot be measured based on quoted prices in active markets or other observable input, and accordingly the fair value was measured by using an estimated market rate for an equivalent non-convertible instrument.

Derivative Liabilities

Derivative liabilities relate to the foreign currency conversion option embedded in the convertible notes.

Fair value cannot be measured based on quoted prices in active markets or other observable inputs, and accordingly, derivative liabilities are measured by using the Black-Scholes option pricing model. Fair value of the option is calculated, applying the following assumptions: (1) conversion price; (2) the Company’s share price; (3) maturity of the option; (4) a risk-free interest rate equaling the effective interest rate on a U.S. government bond with the same lifetime as the maturity of the option; (5) no payment of dividends; and (6) an expected volatility using the Company’s share price (49% as of March 31, 2023).

For additional description of fair values, refer to the following section “Fair Value Measurement.”

Sensitivity Analysis

On March 31, 2023, all other inputs and assumptions held constant, a 10% relative increase in volatility, will increase the fair value of derivative liabilities by approximately €14.0 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% relative decrease in volatility indicates the opposite impact.

Similarly, on March 31, 2023, all other inputs and assumptions held constant, a 10% increase in the share price, will increase the fair value of derivative liabilities by approximately €21.8 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% decrease in the share price indicates the opposite impact.

Fair Value Measurement

Derivative liabilities are measured at fair value. All other financial assets and liabilities are measured at amortized cost.

Because of the short-term maturity for cash and cash equivalents, receivables and trade payables, their fair value approximate their carrying amount. Fair value compared to carrying amount of marketable securities, convertible notes and derivatives and their level in the fair value hierarchy is summarized in the following table, where:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

 

March 31, 2023

 

 

December 31, 2022

 

 

 

 

Carrying
amount

 

 

Fair value

 

 

Carrying
amount

 

 

Fair value

 

 

Fair value level

 

(EUR’000)

 

 

(1-3)

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

 

84,460

 

 

 

83,525

 

 

 

298,180

 

 

 

295,843

 

 

1

Financial assets measured at amortized cost

 

 

84,460

 

 

 

83,525

 

 

 

298,180

 

 

 

295,843

 

 

 

Total financial assets

 

 

84,460

 

 

 

83,525

 

 

 

298,180

 

 

 

295,843

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible senior notes

 

 

399,880

 

 

 

388,003

 

 

 

399,186

 

 

 

382,459

 

 

3

Financial liabilities measured at amortized cost

 

 

399,880

 

 

 

388,003

 

 

 

399,186

 

 

 

382,459

 

 

 

Derivative liabilities

 

 

116,768

 

 

 

116,768

 

 

 

157,950

 

 

 

157,950

 

 

3

Financial liabilities measured at fair value through profit or loss

 

 

116,768

 

 

 

116,768

 

 

 

157,950

 

 

 

157,950

 

 

 

Total financial liabilities

 

 

516,648

 

 

 

504,771

 

 

 

557,136

 

 

 

540,409

 

 

 

Movements in level 3 fair value measurements are specified below:

 

 

2023

 

 

2022

 

 

(EUR’000)

 

Derivative liabilities

 

 

 

 

 

 

January 1

 

 

157,950

 

 

 

 

Additions

 

 

 

 

 

142,467

 

Remeasurement recognized in financial (income) or expense

 

 

(41,182

)

 

 

(1,088

)

March 31

 

 

116,768

 

 

 

141,379

 

Maturity Analysis

Maturity analysis (on an undiscounted basis) for non-derivative financial liabilities recognized in the unaudited condensed consolidated statements of financial position at March 31, 2023, is specified below:

 

< 1 year

 

 

1-5 years

 

 

>5 years

 

 

Total
contractual
cash-flows

 

 

Carrying
amount

 

 

(EUR’000)

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible senior notes

 

 

11,897

 

 

 

41,638

 

 

 

534,684

 

 

 

588,219

 

 

 

399,880

 

Lease liabilities

 

 

13,565

 

 

 

51,967

 

 

 

57,331

 

 

 

122,863

 

 

 

105,501

 

Trade payables and accrued expenses

 

 

131,438

 

 

 

 

 

 

 

 

 

131,438

 

 

 

131,438

 

Total financial liabilities

 

 

156,900

 

 

 

93,605

 

 

 

592,015

 

 

 

842,520

 

 

 

636,819